SEC FORM 4

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

Falk Thomas

(Last)

(First)

(Middle)

C/O THE TRADE DESK, INC.

42 NORTH CHESTNUT STREET

(Street)

VENTURA

93001

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
Trade Desk, Inc. [ TTD ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	X	10% Owner
	Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
09/26/2016

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Class A Common Stock	09/26/2016		P		50,000	A	$18	50,000	I	Via eValue AG

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Series A-3 Preferred Stock	⁽¹⁾	09/26/2016		C			2,330,082	⁽¹⁾	⁽¹⁾	Series B Common Stock⁽²⁾⁽³⁾	776,694	$0	0	I	Via Revel Venture Fund I, L.P.
Seed Preferred Stock	⁽¹⁾	09/26/2016		C			28,349	⁽¹⁾	⁽¹⁾	Series B Common Stock⁽²⁾⁽³⁾	9,449	$0	0	I	Via eValue AG
Series A-1 Preferred Stock	⁽¹⁾	09/26/2016		C			70,990	⁽¹⁾	⁽¹⁾	Series B Common Stock⁽²⁾⁽³⁾	56,996	$0	0	I	Via eValue AG
Series A-3 Preferred Stock	⁽¹⁾	09/26/2016		C			183,410	⁽¹⁾	⁽¹⁾	Series B Common Stock⁽²⁾⁽³⁾	61,136⁽⁴⁾	$0	0	I	Via Entrepreneurs Investment Fund I, LP
Class B Common Stock	⁽²⁾⁽³⁾	09/26/2016		C		776,694		⁽³⁾	⁽²⁾	Class A Common Stock	776,694	$0	0	I	Via Revel Venture Fund I, L.P.
Class B Common Stock	⁽²⁾⁽³⁾	09/26/2016		C		66,445		⁽³⁾	⁽²⁾	Class A Common Stock	66,445	$0	0	I	Via eValue AG
Class B Common Stock	⁽²⁾⁽³⁾	09/26/2016		C		61,136⁽⁴⁾		⁽³⁾	⁽²⁾	Class A Common Stock	61,136⁽⁴⁾	$0	0	I	Via Entrepreneurs Investment Fund I, LP

Explanation of Responses:

1. The Seed Preferred Stock, Series A-1 Preferred Stock and Series A-3 Preferred Stock (collectively, the "Preferred Stock") will convert into shares of Class B Common Stock immediately prior to the closing of the Issuer's initial public offering. The number of shares reported herein gives effect to the 1 for-3 reverse stock split effected by the Issuer and the resulting change to the conversion price for the Preferred Stock. The Preferred Stock does not have an expiration date.

2. Each share of Class B Common Stock has no expiration date and is convertible for no additional consideration into one (1) share of Class A Common Stock at the option of the holder thereof at any time. In addition, each share of Class B Common Stock will convert automatically into one (1) share of Class A Common Stock upon any transfer, whether or not for value, except for certain permitted transfers described in, and transfers to any "permitted transferee" as defined in, the Issuer's Amended and Restated Certificate of Incorporation in effect as of the date hereof.

3. All shares of Class B Common Stock will convert automatically into shares of a Class A Common Stock upon the earlier of (i) the date on which the number of outstanding shares of Class B Common Stock represent less than ten percent (10%) of the aggregate number of shares of the then outstanding Class A Common Stock and Class B Common Stock or (ii) a date specified by the holders of at least sixty-six and two-thirds percent (66 ?%) of the outstanding shares of Class B Common Stock.

4. The Reporting Person has no pecuniary interest in shares owned by Via Entrepreneurs Investment Fund I, LP., and are reported herein because he may be deemed to be the beneficial owner of such shares.

	/s/ Thomas Falk	09/28/2016
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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